Reneo Pharmaceuticals to be Acquired by Syncona Limited

TL;DR

Reneo Pharmaceuticals is getting bought by Syncona Limited, deal expected to close Q4 2024.

AI Summary

Reneo Pharmaceuticals, Inc. announced on September 20, 2024, that it has entered into a definitive agreement to be acquired by Syncona Limited. The transaction is expected to close in the fourth quarter of 2024, subject to customary closing conditions. Reneo Pharmaceuticals is a clinical-stage biopharmaceutical company focused on developing therapies for rare genetic metabolic diseases.

Why It Matters

This acquisition by Syncona Limited signifies a potential validation of Reneo's pipeline and a strategic move within the rare disease therapeutic space.

Risk Assessment

Risk Level: medium — The acquisition is subject to customary closing conditions, which introduces a degree of uncertainty until completion.

Key Players & Entities

• Reneo Pharmaceuticals, Inc. (company) — Registrant
• Syncona Limited (company) — Acquiring entity
• September 20, 2024 (date) — Date of Report
• fourth quarter of 2024 (date) — Expected closing period

FAQ

Key Financial Figures

• $0.0001 — ich registered Common Stock, par value $0.0001 per share RPHM The Nasdaq Stock Mar
• $40,000 — received compensation of approximately $40,000. Leerink Partners is also serving as a
• $0.0 million — OnKure's estimated net cash balance of $0.0 million as of September 30, 2024, as provided b
• $180.0 million — quity value for OnKure of approximately $180.0 million to $290.0 million and a corresponding i
• $290.0 million — Kure of approximately $180.0 million to $290.0 million and a corresponding implied Merger Cons
• $15 million — he Proposed Transactions provided for a $15 million enterprise value that was ascribed to R
• $60 million — on to Reneo's anticipated approximately $60 million closing net cash position, management o

Filing Documents

• d844965d8k.htm (8-K) — 107KB
• 0001193125-24-222429.txt ( ) — 247KB
• rphm-20240920.xsd (EX-101.SCH) — 3KB
• rphm-20240920_lab.xml (EX-101.LAB) — 18KB
• rphm-20240920_pre.xml (EX-101.PRE) — 11KB
• d844965d8k_htm.xml (XML) — 4KB

From the Filing

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: (Date of earliest event reported): September 20, 2024 Reneo Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40315 47-2309515 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 18575 Jamboree Road , Suite 275-S Irvine , California 92612 (Address of principal executive offices) (Zip Code) Registrant's Telephone Number, Including Area Code: (858) 283-0280 Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of exchange on which registered Common Stock, par value $0.0001 per share RPHM The Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item8.01 Other Events. As previously disclosed, on May 10, 2024, Reneo Pharmaceuticals, Inc., a Delaware corporation (" Reneo " or the " Company "), entered into an Agreement and Plan of Merger (the " Merger Agreement ") by and among the Company, Radiate Merger Sub I, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Reneo, Radiate Merger Sub II, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Reneo, and OnKure, Inc., a Delaware corporation (" OnKure "), pursuant to which, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, OnKure will become a wholly owned subsidiary of the Company (the " Merger "), which will change its name to "OnKure Therapeutics, Inc." On June 21, 2024, Reneo filed with the Securities and Exchange Commission (" SEC ") a registration statement on Form S-4 (the " Form S-4 "), as amended on July 29, 2024, August 19, 2024 and August 26, 2024, which contained a preliminary proxy statement/prospectus. The Form S-4 became effective on August 26, 2024, and a final proxy statement/prospectus (the " Proxy Statement/Prospectus ") was filed with the SEC on that day. The Proxy Statement/Prospectus solicits stockholder approval for, among other things, the Merger. Certain Litigation In connection with the Merger, two complaints have been filed in the Supreme Court of the State of New York, County of New York, captioned Thomas v. Reneo Pharmaceuticals, Inc., et al. , Index No. 654628/2024 (filed September 5, 2024) and Kent v. Reneo Pharmaceuticals, Inc., et al. , Index No. 654642/2024 (filed September 6, 2024) (together, the " Complaints "). The Complaints generally allege that the Proxy Statement/Prospectus filed by Reneo with the SEC misrepresents and/or omits certain purportedly material information relating to Reneo management's financial projections for Reneo and OnKure, the data and inputs underlying the financial valuation analyses that support the fairness opinion provided by Leerink Partners, Reneo's financial advisor, and potential conflicts of interest with Leerink Partners LLC, Evercore Group L.L.C., and LifeSci Capital LLC, which are the placements agents for the concurrent private placement of Reneo common stock that is expected to close concurrently with the Merger. The Complaints assert violations of negligent misrepresentation and concealment in violation of New York common law and negligence in violation of New York common law. The Complaints seek orders enjoining the proposed Merger, or in the event that the proposed Merger is consummated, orders rescinding the Merger or awarding actual and punitive damages, as well as all of the plaintiffs' fees and expenses in connection with the litigation, including reasonable attorneys' and experts' fees and expenses. Reneo cannot predict the outcome of any litigation. Reneo and the individual defendants intend to vigorously d

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